0001564590-22-004426 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Dec. 31, 2021	Feb. 07, 2022
Document and Entity Information [Line Items]
Entity Registrant Name	Orion Energy Systems, Inc.
Entity Central Index Key	0001409375
Document Type	10-Q
Document Period End Date	Dec. 31, 2021
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--03-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		31,092,433
Entity File Number	001-33887
Entity Tax Identification Number	39-1847269
Entity Address, Address Line One	2210 Woodland Drive
Entity Address, City or Town	Manitowoc
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54220
City Area Code	920
Local Phone Number	892-9340
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	WI
Document Quarterly Report	true
Document Transition Report	false
Common stock, no par value
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, no par value
Trading Symbol	OESX
Security Exchange Name	NASDAQ
Common stock purchase rights
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock purchase rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Assets
Cash and cash equivalents	$ 17,264	$ 19,393
Accounts receivable, net	12,287	13,572
Revenue earned but not billed	3,859	2,930
Inventories, net	18,722	19,554
Prepaid expenses and other current assets	2,308	1,082
Total current assets	54,440	56,531
Property and equipment, net	10,832	11,369
Other intangible assets, net	1,774	1,952
Deferred tax assets	17,445	19,785
Other long-term assets	7,407	3,184
Total assets	91,898	92,821
Liabilities and Shareholders’ Equity
Accounts payable	11,771	17,045
Accrued expenses and other	10,502	13,226
Deferred revenue, current	175	87
Current maturities of long-term debt	15	14
Total current liabilities	22,463	30,372
Revolving credit facility	0
Long-term debt, less current maturities	23	35
Deferred revenue, long-term	583	640
Other long-term liabilities	2,774	3,700
Total liabilities	25,843	34,747
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value: Shares authorized: 30,000,000 at December 31, 2021 and March 31, 2021; no shares issued and outstanding at December 31, 2021 and March 31, 2021	0	0
Common stock, no par value: Shares authorized: 200,000,000 at December 31, 2021 and March 31, 2021; shares issued: 40,573,654 at December 31, 2021 and 40,279,050 at March 31, 2021; shares outstanding: 31,097,433 at December 31, 2021 and 30,805,300 at March 31, 2021	0	0
Additional paid-in capital	158,197	157,485
Treasury stock, common shares: 9,476,221 at December 31, 2021 and 9,473,750 at March 31, 2021	(36,242)	(36,240)
Retained deficit	(55,900)	(63,171)
Total shareholders’ equity	66,055	58,074
Total liabilities and shareholders’ equity	$ 91,898	$ 92,821

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Mar. 31, 2021
Statement Of Financial Position [Abstract]
Preferred stock, par value (USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	30,000,000	30,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (USD per share)
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	40,573,654	40,279,050
Common stock, shares outstanding (in shares)	31,097,433	30,805,300
Treasury stock (in shares)	9,476,221	9,473,750

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenues	$ 30,714	$ 44,251	$ 102,325	$ 81,343
Cost of revenue	23,073	33,245	73,666	60,439
Gross profit	7,641	11,006	28,659	20,904
Operating expenses:
General and administrative	2,873	3,030	8,737	8,079
Acquisition costs	178		178
Sales and marketing	2,862	3,120	8,794	7,306
Research and development	396	391	1,169	1,230
Total operating expenses	6,309	6,541	18,878	16,615
Income from operations	1,332	4,465	9,781	4,289
Other income (expense):
Other income		12	1	56
Interest expense	(26)	(1)	(59)	(51)
Amortization of debt issue costs	(15)	(20)	(46)	(142)
Loss on debt extinguishment		(90)		(90)
Total other expense	(41)	(99)	(104)	(227)
Income before income tax	1,291	4,366	9,677	4,062
Income tax expense	189	51	2,406	52
Net income	$ 1,102	$ 4,315	$ 7,271	$ 4,010
Basic net income per share attributable to common shareholders	$ 0.04	$ 0.14	$ 0.23	$ 0.13
Weighted-average common shares outstanding	31,084,710	30,735,722	30,992,475	30,586,196
Diluted net income per share	$ 0.04	$ 0.14	$ 0.23	$ 0.13
Weighted-average common shares and share equivalents outstanding	31,234,925	31,320,427	31,273,703	31,289,359
Product revenue
Revenues	$ 22,203	$ 31,929	$ 78,260	$ 61,890
Cost of revenue	16,427	23,203	54,724	44,834
Service revenue
Revenues	8,511	12,322	24,065	19,453
Cost of revenue	$ 6,646	$ 10,042	$ 18,942	$ 15,605

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock, Shares	Common Stock, Additional Paid-in Capital	Treasury Stock	Retained Deficit
Shareholders' equity, beginning of period at Mar. 31, 2020	$ 31,035		$ 156,503	$ (36,163)	$ (89,305)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020		30,265,997
Exercise of stock options for cash	41		41
Exercise of stock options for cash (shares)		20,000
Shares issued under Employee Stock Purchase Plan	2			2
Shares issued under Employee Stock Purchase Plan (shares)		458
Stock-based compensation	208		208
Stock-based compensation (shares)		342,780
Employee tax withholdings on stock-based compensation	(18)			(18)
Employee tax withholdings on stock-based compensation (shares)		(4,346)
Net income (loss)	(2,219)				(2,219)
Shareholders' equity, end of period at Jun. 30, 2020	29,049		156,752	(36,179)	(91,524)
Shareholders' equity, at end of period (shares) at Jun. 30, 2020		30,624,889
Shareholders' equity, beginning of period at Mar. 31, 2020	31,035		156,503	(36,163)	(89,305)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2020		30,265,997
Net income (loss)	4,010
Shareholders' equity, end of period at Dec. 31, 2020	35,786		157,262	(36,181)	(85,295)
Shareholders' equity, at end of period (shares) at Dec. 31, 2020		30,759,953
Shareholders' equity, beginning of period at Jun. 30, 2020	29,049		156,752	(36,179)	(91,524)
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2020		30,624,889
Exercise of stock options for cash	28		28
Exercise of stock options for cash (shares)		9,000
Shares issued under Employee Stock Purchase Plan	1			1
Shares issued under Employee Stock Purchase Plan (shares)		151
Stock-based compensation	251		251
Stock-based compensation (shares)		76,351
Employee tax withholdings on stock-based compensation	(3)			(3)
Employee tax withholdings on stock-based compensation (shares)		(581)
Net income (loss)	1,914				1,914
Shareholders' equity, end of period at Sep. 30, 2020	31,240		157,031	(36,181)	(89,610)
Shareholders' equity, at end of period (shares) at Sep. 30, 2020		30,709,810
Exercise of stock options for cash	79		79
Exercise of stock options for cash (shares)		38,000
Shares issued under Employee Stock Purchase Plan	2			2
Shares issued under Employee Stock Purchase Plan (shares)		178
Stock-based compensation	152		152
Stock-based compensation (shares)		12,200
Employee tax withholdings on stock-based compensation	(2)			(2)
Employee tax withholdings on stock-based compensation (shares)		(235)
Net income (loss)	4,315				4,315
Shareholders' equity, end of period at Dec. 31, 2020	35,786		157,262	(36,181)	(85,295)
Shareholders' equity, at end of period (shares) at Dec. 31, 2020		30,759,953
Shareholders' equity, beginning of period at Mar. 31, 2021	58,074		157,485	(36,240)	(63,171)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2021		30,805,300
Exercise of stock options for cash	101		101
Exercise of stock options for cash (shares)		24,045
Shares issued under Employee Stock Purchase Plan	$ 3			3
Shares issued under Employee Stock Purchase Plan (shares)	496	496
Stock-based compensation	$ 160		160
Stock-based compensation (shares)		171,470
Employee tax withholdings on stock-based compensation	(4)			(4)
Employee tax withholdings on stock-based compensation (shares)		(610)
Net income (loss)	2,510				2,510
Shareholders' equity, end of period at Jun. 30, 2021	60,844		157,746	(36,241)	(60,661)
Shareholders' equity, at end of period (shares) at Jun. 30, 2021		31,000,701
Shareholders' equity, beginning of period at Mar. 31, 2021	$ 58,074		157,485	(36,240)	(63,171)
Shareholders' equity, beginning of period (Shares) at Mar. 31, 2021		30,805,300
Shares issued under Employee Stock Purchase Plan (shares)	1,178
Net income (loss)	$ 7,271
Shareholders' equity, end of period at Dec. 31, 2021	66,055		158,197	(36,242)	(55,900)
Shareholders' equity, at end of period (shares) at Dec. 31, 2021		31,094,688
Shareholders' equity, beginning of period at Jun. 30, 2021	60,844		157,746	(36,241)	(60,661)
Shareholders' equity, beginning of period (Shares) at Jun. 30, 2021		31,000,701
Exercise of stock options for cash	18		18
Exercise of stock options for cash (shares)		7,000
Shares issued under Employee Stock Purchase Plan	$ 1			1
Shares issued under Employee Stock Purchase Plan (shares)	327	327
Stock-based compensation	$ 211		211
Stock-based compensation (shares)		55,896
Employee tax withholdings on stock-based compensation	(1)			(1)
Employee tax withholdings on stock-based compensation (shares)		(294)
Net income (loss)	3,659				3,659
Shareholders' equity, end of period at Sep. 30, 2021	64,732		157,975	(36,241)	(57,002)
Shareholders' equity, at end of period (shares) at Sep. 30, 2021		31,063,630
Exercise of stock options for cash	2		2
Exercise of stock options for cash (shares)		800
Shares issued under Employee Stock Purchase Plan	$ 1			1
Shares issued under Employee Stock Purchase Plan (shares)	355	355
Stock-based compensation	$ 220		220
Stock-based compensation (shares)		32,648
Employee tax withholdings on stock-based compensation	(2)			(2)
Employee tax withholdings on stock-based compensation (shares)		(2,745)
Net income (loss)	1,102				1,102
Shareholders' equity, end of period at Dec. 31, 2021	$ 66,055		$ 158,197	$ (36,242)	$ (55,900)
Shareholders' equity, at end of period (shares) at Dec. 31, 2021		31,094,688

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net income	$ 7,271	$ 4,010
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	936	889
Amortization of intangible assets	158	225
Stock-based compensation	591	611
Amortization of debt issue costs	46	142
Loss on debt extinguishment		90
Deferred income tax	2,340
(Gain) loss on sale of property and equipment	(77)	6
Provision for inventory reserves	426	185
Provision for bad debts	8
Other	30	9
Changes in operating assets and liabilities:
Accounts receivable	1,276	(13,208)
Revenue earned but not billed	(930)	(959)
Inventories	383	(4,196)
Prepaid expenses and other assets	(1,292)	339
Accounts payable	(5,231)	(304)
Accrued expenses and other	(3,651)	6,555
Deferred revenue, current and long-term	31	(38)
Net cash provided by (used in) operating activities	2,315	(5,644)
Investing activities
Cash to fund acquisition	(3,697)
Cash paid for investment	(500)
Purchases of property and equipment	(465)	(658)
Additions to patents and licenses	(8)	(43)
Proceeds from sale of property, plant and equipment	122
Net cash used in investing activities	(4,548)	(701)
Financing activities
Payment of long-term debt	(11)	(32)
Proceeds from revolving credit facility		8,000
Payments of revolving credit facility		(18,013)
Payments to settle employee tax withholdings on stock-based compensation	(7)	(22)
Deferred financing costs	(4)	(212)
Net proceeds from employee equity exercises	126	152
Net cash provided by (used in) financing activities	104	(10,127)
Net decrease in cash and cash equivalents	(2,129)	(16,472)
Cash and cash equivalents at beginning of period	19,393	28,751
Cash and cash equivalents at end of period	$ 17,264	12,279
Supplemental disclosure of non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities		$ 355

DESCRIPTION OF BUSINESS

9 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 — DESCRIPTION OF BUSINESS

Orion includes Orion Energy Systems, Inc., a Wisconsin corporation, and all consolidated subsidiaries. Orion is a developer, manufacturer and provider of energy-efficient LED lighting, controls and Internet of Things (“IoT”) systems, including turnkey project implementation, program management and system maintenance to commercial and industrial businesses, and federal and local governments, predominantly in North America.

IMPACT OF COVID-19

9 Months Ended

Dec. 31, 2021

Extraordinary And Unusual Items [Abstract]

IMPACT OF COVID-19

NOTE 2 — IMPACT OF COVID-19

The COVID-19 pandemic has disrupted business, trade, commerce, financial and credit markets, in the U.S. and globally. Orion’s business was adversely impacted by measures taken by government entities and others to control the spread of the virus beginning in March 2020, the last few weeks of our 2020 fiscal year, and continuing most significantly into the second quarter of fiscal 2021. During the second half of fiscal 2021, Orion experienced a rebound in business. Project installations for their largest customer recommenced, as well installations for a new large specialty retail customer began, with no further significant COVID-19 impacts. However, during fiscal 2022, there have been customer delays on several larger LED lighting and controls projects, primarily caused by the response of customers to ongoing supply chain disruptions and renewed COVID-19 related impacts to their businesses.

As an essential business, Orion provides products and services to ensure energy and lighting infrastructure and we therefore have continued to operate throughout the pandemic. Orion has implemented a number of safety protocols, including limiting travel and restricting access to their facilities along with monitoring processes, physical distancing, physical barriers, enhanced cleaning procedures and requiring face coverings.

As part of Orion’s response to the impacts of the COVID-19 pandemic, during the fourth quarter of fiscal 2020 they implemented a number of cost reduction and cash conservation measures, including reducing headcount. While certain restrictions have lessened in certain jurisdictions, some restrictions continue. Some customers and projects are in areas where travel restrictions have been imposed, certain customers have either closed or reduced on-site activities, and timelines for the completion of several projects have been delayed, extended or terminated. These modifications to Orion business practices, including any future actions they take, may cause them to experience reductions in productivity and disruptions to their business routines. In addition, Orion is required to make substantial working capital expenditures and advance inventory purchases that they may not be able to recoup if our customer agreements or a substantial volume of purchase orders under their customer agreements are delayed or terminated as a result of COVID-19. At this time, it is not possible to predict the overall impact the COVID-19 pandemic will have on Orion’s business, liquidity, capital resources or financial results, although the economic and regulatory impacts of COVID-19 significantly reduced their revenue and profitability in the first half of fiscal 2021. If the resurgence of the COVID-19 pandemic continues, or a future resurgence occurs, Orion’s markets and operations could be impacted and there could be a further material adverse financial impact.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and

footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2022 or other interim periods.

The Condensed Consolidated Balance Sheet March 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements.

The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 1, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.

Concentration of Credit Risk and Other Risks and Uncertainties

Orion's cash is primarily deposited with one financial institution. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances.

Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and nine months ended December 31, 2021, no suppliers accounted for more than 10.0% of total cost of revenue. For the three and nine months ended December 31, 2020, no suppliers accounted for more than 10.0% of total cost of revenue.

For the three and nine months ended December 31, 2021, one customer accounted for 48.6% and 53.0% of total revenue, respectively. For the three months ended December 31, 2020, two customers accounted for 65.1 % and 11.1% of total revenue, respectively. For the nine months ended December 31, 2020, one customer accounted for 55.7% of total revenue.

As of December 31, 2021, one customer accounted for 44.4% of accounts receivable. As of March 31, 2021, three customers accounted for 33.9%, 16.4% and 10.1% of accounts receivable, respectively.

Recent Accounting Pronouncements

Issued: Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations, cash flows and the related footnote disclosures.

REVENUE

9 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

REVENUE

NOTE 4 — REVENUE

The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2021 and December 31, 2020 (dollars in thousands):

	Three Months Ended December 31, 2021						Nine Months Ended December 31, 2021
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	104	$	197	$	301	$	703	$	605	$	1,308
Commercial and industrial		21,730		8,314		30,044		76,269		23,460		99,729
Total lighting		21,834		8,511		30,345		76,972		24,065		101,037
Solar energy related revenues		8		—		8		36		—		36
Total revenues from contracts with customers		21,842		8,511		30,353		77,008		24,065		101,073
Revenue accounted for under other guidance		361		—		361		1,252		—		1,252
Total revenue	$	22,203	$	8,511	$	30,714	$	78,260	$	24,065	$	102,325

	Three Months Ended December 31, 2020						Nine Months Ended December 31, 2020
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	177	$	323	$	500	$	312	$	349	$	661
Commercial and industrial		31,006		11,999		43,005		59,257		19,104		78,361
Total lighting		31,183		12,322		43,505		59,569		19,453		79,022
Solar energy related revenues		7		—		7		49		—		49
Total revenues from contracts with customers		31,190		12,322		43,512		59,618		19,453		79,071
Revenue accounted for under other guidance		739		—		739		2,272		—		2,272
Total revenue	$	31,929	$	12,322	$	44,251	$	61,890	$	19,453	$	81,343

From time to time, Orion sells the receivables from one customer to a financing institution. The total amount received from the sales of these receivables during the three and nine months ended December 31, 2021, was $0 and $2.4 million, respectively. Orion’s losses on these sales were $9 thousand and $8 thousand, for the three and nine months ended December 31, 2021, respectively and are included in Interest expense in the Condensed Consolidated Statements of Operations.

The total amount received from the sales of these receivables during the three and nine months ended December 31, 2020 was $0 and $2.3 million, respectively. Orion’s losses on these sales were $0 and $9 thousand, respectively, for the three and nine months ended December 31, 2020 and are included in Interest expense in the Condensed Consolidated Statement of Operations.

The following chart shows the balance of Orion’s receivables arising from contracts with customers, contract assets and contract liabilities as of December 31, 2021 and March 31, 2021 (dollars in thousands):

	December 31, 2021		March 31, 2021
Accounts receivable, net	$	12,287	$	13,572
Contract assets	$	3,414	$	2,367
Contract liabilities	$	99	$	11

There were no significant changes in the contract assets outside of standard reclassifications to accounts receivable, net upon billing. There were no significant changes to contract liabilities.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

ACCOUNTS RECEIVABLE, NET

9 Months Ended

Dec. 31, 2021

Receivables [Abstract]

ACCOUNTS RECEIVABLE, NET

NOTE 5 — ACCOUNTS RECEIVABLE, NET

As of December 31, 2021, and March 31, 2021, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands):

	December 31, 2021			March 31, 2021
Accounts receivable, gross	$	12,292		$	13,583
Allowance for doubtful accounts		(5	)		(11	)
Accounts receivable, net	$	12,287		$	13,572

INVENTORIES, NET

9 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

INVENTORIES, NET

NOTE 6 — INVENTORIES, NET

As of December 31, 2021, and March 31, 2021, Orion's inventory balances were as follows (dollars in thousands):

	Cost		Excess and Obsolescence Reserve			Net
As of December 31, 2021
Raw materials and components	$	10,367	$	(1,130	)	$	9,237
Work in process		1,167		(309	)		858
Finished goods		9,309		(682	)		8,627
Total	$	20,843	$	(2,121	)	$	18,722

As of March 31, 2021
Raw materials and components	$	12,410	$	(967	)	$	11,443
Work in process		758		(356	)		402
Finished goods		8,295		(586	)		7,709
Total	$	21,463	$	(1,909	)	$	19,554

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Dec. 31, 2021

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2021, and March 31, 2021, prepaid expenses and other current assets include the following (dollars in thousands):

	December 31, 2021		March 31, 2021
Payroll tax credit	$	1,587	$	—
Other prepaid expenses		721		1,082
Total	$	2,308	$	1,082

During the three months ended September 30, 2021, Orion recorded a $1.6 million current asset for the anticipated employee retention payroll tax credit (“payroll tax credit”), as expanded and extended by the American Rescue Plan Act of 2021. The credit was recorded as an offset to payroll expense, in accordance with IAS 20, in the following income statement categories: $0.7 million in cost of product revenue, $0.1 million in cost of service revenue, $0.3 million in general and administrative, $0.4 million in sales and marketing, and $0.1 million in research and development expenses. The timing of the refundable portion of the payroll tax credit is subject to Internal Revenue Service processing times.

PROPERTY AND EQUIPMENT, NET

9 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 8 — PROPERTY AND EQUIPMENT, NET

As of December 31, 2021, and March 31, 2021, property and equipment, net, included the following (dollars in thousands):

	December 31, 2021			March 31, 2021
Land and land improvements	$	433		$	433
Buildings and building improvements		9,491			9,477
Furniture, fixtures and office equipment		7,582			7,372
Leasehold improvements		434			340
Equipment leased to customers		4,997			4,997
Plant equipment		10,994			12,451
Construction in Progress		46			135
Gross property and equipment		33,977			35,205
Less: accumulated depreciation		(23,145	)		(23,836	)
Total property and equipment, net	$	10,832		$	11,369

LEASES

9 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

NOTE 9 — LEASES

From time to time, Orion leases assets from third parties. Orion also leases certain assets to third parties.

Orion accounts for leases in accordance with ASC 842. Under ASC 842, both finance and operating lease ROU assets and lease liabilities for leases with initial terms in excess of 12 months are recognized at the commencement date based on the present value of lease payments over the lease term. Orion recognizes lease expense for leases with an initial term of 12 months or less, referred to as short term leases, on a straight-line basis over the lease term.

A summary of Orion’s assets leased from third parties follows (dollars in thousands):

	Balance sheet classification	December 31, 2021		March 31, 2021
Assets
Operating lease assets	Other long-term assets	$	2,183	$	2,585
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other	$	682	$	647
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		2,128		2,642
Total lease liabilities		$	2,810	$	3,289

Orion had operating lease costs of $0.2 million and $0.7 million for the three and nine months ended December 31, 2021. Orion had operating lease costs of $0.2 million and $0.6 million for the three and nine months ended December 31, 2020.

The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):

Maturity of Lease Liabilities	Operating Leases
Fiscal 2022 (period remaining)	$	202
Fiscal 2023		820
Fiscal 2024		746
Fiscal 2025		735
Fiscal 2026		628
Total lease payments	$	3,131
Less: Interest		(321	)
Present value of lease liabilities	$	2,810

Assets Orion Leases to Other Parties

One of Orion’s frequent customers purchases products and installation services under agreements that provide for monthly payments, at a fixed monthly amount, of the contract price, plus interest, typically over a five-year period. While Orion retains ownership of the light fixtures during the financing period, the transaction terms and the underlying economics associated with used lighting fixtures results in Orion essentially ceding ownership of the lighting fixtures to the customer after completion of the agreement. The portions of the transaction associated with the sale of the light fixtures is accounted for as a sales-type lease under ASC 842. The total transaction price in these contracts is allocated between the lease and non-lease components in the same manner as the total transaction price of other turnkey projects containing lighting fixtures and installation services.

Revenues, and production and acquisition costs, associated with sales-type leases are included in Product revenue and Costs of product revenues in the Condensed Consolidated Statement of Operations.

The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the three and nine months ended December 31, 2021 and December 31, 2020 (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Product revenue	$	342	$	721	$	993	$	2,097
Cost of product revenue	$	306	$	662	$	889	$	1,913

OTHER INTANGIBLE ASSETS, NET

9 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

OTHER INTANGIBLE ASSETS, NET

NOTE 10 — OTHER INTANGIBLE ASSETS, NET

As of December 31, 2021, and March 31, 2021, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands):

	December 31, 2021							March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,650	$	(1,888	)	$	762	$	2,796	$	(1,875	)	$	921
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks (indefinite lived)		1,012		—			1,012		1,011		—			1,011
Customer relationships		3,600		(3,600	)		—		3,600		(3,591	)		9
Developed technology		900		(900	)		—		900		(889	)		11
Total	$	8,220	$	(6,446	)	$	1,774	$	8,365	$	(6,413	)	$	1,952

Amortization expense on intangible assets was $45 thousand and $0.2 million for the three and nine months ended December 31, 2021, respectively.

Amortization expense on intangible assets was $0.1 million and $0.2 million for the three and nine months ended December 31, 2020, respectively.

As of December 31, 2021, the weighted average remaining useful life of intangible assets was 8.6 years.

The estimated amortization expense for the remainder of fiscal 2022, the next five fiscal years and beyond is shown below (dollars in thousands):

Fiscal 2022 (period remaining)	$	45
Fiscal 2023		109
Fiscal 2024		105
Fiscal 2025		96
Fiscal 2026		86
Fiscal 2027		73
Thereafter		248
Total	$	762

ACCRUED EXPENSES AND OTHER

9 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

ACCRUED EXPENSES AND OTHER

NOTE 11 — ACCRUED EXPENSES AND OTHER

As of December 31, 2021, and March 31, 2021, accrued expenses and other included the following (dollars in thousands):

	December 31, 2021		March 31, 2021
Accrued project costs	$	3,102	$	5,010
Compensation and benefits		2,089		2,851
Other accruals		2,034		1,730
Sales tax		1,141		1,318
Credits due to customers		987		1,009
Warranty		822		705
Sales returns reserve		166		106
Legal and professional fees		161		497
Total	$	10,502	$	13,226

Orion generally offers a limited warranty of one to ten years on its lighting products, including the pass through of standard warranties offered by major original equipment component manufacturers. The manufacturers’ warranties cover lamps, power supplies, LED modules, chips and drivers, control devices, and other fixture related items, which are significant components in Orion's lighting products.

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2021			2020			2021			2020
Beginning of period	$	1,014		$	885		$	1,009		$	1,069
Accruals		123			370			328			531
Warranty claims (net of vendor reimbursements)		(186	)		(219	)		(386	)		(564	)
End of period	$	951		$	1,036		$	951		$	1,036

NET INCOME PER COMMON SHARE

9 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET INCOME PER COMMON SHARE

NOTE 12 — NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period and does not consider common stock equivalents.

Diluted net income per common share reflects the dilution that would occur if stock options were exercised and restricted shares vested. In the computation of diluted net income per common share, Orion uses the treasury stock method for outstanding options and restricted shares. Net income per common share is calculated based upon the following shares:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Numerator:
Net income (in thousands)	$	1,102	$	4,315	$	7,271	$	4,010
Denominator:
Weighted-average common shares outstanding		31,084,710		30,735,722		30,992,475		30,586,196
Weighted-average common shares and common share equivalents outstanding		31,234,925		31,320,427		31,273,703		31,289,359
Net income per common share:
Basic	$	0.04	$	0.14	$	0.23	$	0.13
Diluted	$	0.04	$	0.14	$	0.23	$	0.13

The following table indicates the number of potentially dilutive securities excluded from the calculation of Diluted net income per common share because their inclusion would have been anti-dilutive. The number of shares is as of the end of each period:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Common stock options		—		—		—		—
Restricted shares		203,636		—		17,803		—
Total		203,636		—		17,803		—

LONG-TERM DEBT

9 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 13 — LONG-TERM DEBT

Long-term debt consisted of the following (dollars in thousands):

	December 31, 2021			March 31, 2021
Revolving credit facility	$	—		$	—
Equipment debt obligations		38			49
Total long-term debt		38			49
Less current maturities		(15	)		(14	)
Long-term debt, less current maturities	$	23		$	35

Revolving Credit Agreement

On December 29, 2020, Orion entered into a new $25 million Loan and Security Agreement with Bank of America, N.A., as lender (the “Credit Agreement”). The Credit Agreement replaced Orion’s prior $20.15 million secured revolving credit and security agreement (the “Prior Credit Agreement”).

The replacement of the Prior Credit Agreement with the Credit Agreement provides Orion with increased financing capacity and liquidity to fund its operations and implement its strategic plans.

The Credit Agreement provides for a five-year $25.0 million revolving credit facility (the “Credit Facility”) that matures on December 29, 2025. Borrowings under the Credit Facility are subject to a borrowing base requirement based on eligible receivables, inventory and cash. As of December 31, 2021, the borrowing base supports $24.2 million availability of the Credit Facility. As of December 31, 2021, no amounts were borrowed under the Credit Facility.

As of December 31, 2021, Orion was in compliance with all debt covenants.

Equipment Debt Obligations

In February 2019, Orion entered into additional debt agreements with a financing company in the principal amount of $44 thousand and $30 thousand to fund the purchase of certain equipment. The debts are secured by the related equipment. The debts bear interest at a rate of 6.43% and 8.77% per annum, respectively, and both debts mature in January 2024.

INCOME TAXES

9 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 14 — INCOME TAXES

Orion’s income tax provision was determined by applying an estimated annual effective tax rate, based upon the facts and circumstances known, to book income (loss) before income tax, adjusting for discrete items. Orion’s actual effective tax rate is adjusted each interim period, as appropriate, for changes in facts and circumstances. For the three months ended December 31, 2021 and 2020, Orion recorded income tax expense of $0.2 million and $0.1 million, respectively, using this methodology. For the nine months ended December 31, 2021 and 2020, Orion recorded income tax expense of $2.4 million and $0.1 million, respectively, using this methodology.

As of December 31, 2021 and March 31, 2021, Orion recorded a valuation allowance of $1.3 million against its net deferred tax asset balance. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Orion considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event that Orion determines that the more or less of its deferred tax assets are able to be realized, an adjustment to the valuation allowance would be reflected in the company’s provision for income taxes.

Uncertain Tax Positions

As of December 31, 2021, Orion’s balance of gross unrecognized tax benefits was approximately $0.4 million, all of which would reduce Orion’s effective tax rate if recognized.

Orion has classified the amounts recorded for uncertain tax benefits in the balance sheet as Other long-term liabilities to the extent that payment is not anticipated within one year. Orion recognizes penalties and interest related to uncertain tax liabilities in Income tax expense. Penalties and interest are included in the unrecognized tax benefits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Litigation

Orion is subject to various claims and legal proceedings arising in the ordinary course of business. Orion does not believe the final resolution of any of such claims or legal proceedings will have a material adverse effect on Orion’s future results of operations or financial condition.

State Tax Assessment

During fiscal 2018, Orion was notified of a pending sales and use tax audit by the Wisconsin Department of Revenue for the period covering April 1, 2013 through March 31, 2017. Although the final resolution of Orion's sales and use tax audit is uncertain, the ultimate disposition of this matter is not expected to have a material adverse effect on Orion's future results of operations or financial conditions.

SHAREHOLDERS' EQUITY

9 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 16 — SHAREHOLDERS’ EQUITY

Shareholder Rights Plan

On January 3, 2019, Orion entered into Amendment No. 1 to the Rights Agreement, which amended the Rights Agreement dated as of January 7, 2009 and extended its terms by three years to January 7, 2022. In December 2021, Orion’s Board of Directors announced that it had decided to allow the Rights Agreement to terminate and expire by its terms on January 7, 2022.

Employee Stock Purchase Plan

In August 2010, Orion’s Board of Directors approved a non-compensatory employee stock purchase plan, or “ESPP”. In the three months ended December 31, 2021, Orion issued 355 shares under the ESPP plan at a closing market price of $3.62.

	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended June 30, 2021		496	5.73
Quarter Ended September 30, 2021		327	3.89
Quarter Ended December 31, 2021		355	3.62
Total issued in fiscal 2022		1,178	$ 3.62 - 5.73

Sale of shares

In March 2020, Orion filed a universal shelf registration statement with the Securities and Exchange Commission. Under the shelf registration statement, Orion currently has the flexibility to publicly offer and sell from time to time up to $100.0 million of debt and/or equity securities. The filing of the shelf registration statement may help facilitate Orion’s ability to raise public equity or debt capital to expand existing businesses, fund potential acquisitions, invest in other growth opportunities, repay existing debt, or for other general corporate purposes.

In March 2021, Orion entered into an At Market Issuance Sales Agreement to undertake an “at the market” (ATM) public equity capital raising program pursuant to which Orion may offer and sell shares of common stock from time to time, having an aggregate offering price of up to $50 million. No share sales were effected pursuant to the ATM program through December 31, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

STOCK OPTIONS AND RESTRICTED SHARES

9 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK OPTIONS AND RESTRICTED SHARES

NOTE 17 — STOCK OPTIONS AND RESTRICTED SHARES

At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). The Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards.

The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to the 2016 Omnibus Incentive Plan, Orion maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.

The following amounts of stock-based compensation were recorded (dollars in thousands):

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Cost of product revenue	$	1	$	1	$	4	$	3
General and administrative		214		143		574		581
Sales and marketing		3		7		10		24
Research and development		1		1		3		3
Total	$	219	$	152	$	591	$	611

During the first nine months of fiscal 2022, Orion had the following activity related to its stock-based compensation:

	Restricted Shares			Stock Options
Awards outstanding at March 31, 2021		469,639			196,318
Awards granted		235,833			—
Awards vested or exercised		(260,014	)		(31,845	)
Awards forfeited		—			(22,045	)
Awards outstanding at December 31, 2021		445,458			142,428
Per share weighted average price on grant date	$	5.59			—

As of December 31, 2021, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 3.0 years, was approximately $3.3 million.

SEGMENTS

9 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

SEGMENTS

NOTE 18 — SEGMENTS

Orion has the following business segments: Orion Services Group Division ("OSG"), Orion Distribution Services Division ("ODS"), and Orion U.S. Markets Division ("USM"). The accounting policies are the same for each business segment as they are on a consolidated basis.

Orion Services Group Division

The OSG segment develops and sells lighting products and provides construction, engineering along with installation and maintenance services for Orion's commercial lighting and energy management systems. OSG provides engineering, design, lighting products and in many cases turnkey solutions for large national accounts, governments, municipalities, schools and other customers.

Orion Distribution Services Division

The ODS segment sells lighting products through manufacturer representative agencies and a network of North American broadline electrical distributors and contractors.

Orion U.S. Markets Division

The USM segment sells commercial lighting systems and energy management systems to contractors and ESCOs.

Corporate and Other

Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands).

	Revenues				Operating Income (Loss)
	For the Three Months Ended December 31,				For the Three Months Ended December 31,
	2021		2020		2021			2020
Segments:
Orion Services Group	$	20,021	$	36,669	$	970		$	4,820
Orion Distribution Services		4,942		3,934		491			193
Orion U.S. Markets		5,751		3,648		1,250			731
Corporate and Other		—		—		(1,379	)		(1,279	)
	$	30,714	$	44,251	$	1,332		$	4,465

	Revenues				Operating Income (Loss)
	For the Nine Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021			2020
Segments:
Orion Services Group	$	68,961	$	57,395	$	7,115		$	4,634
Orion Distribution Services		18,264		16,063		3,173			1,957
Orion U.S. Markets		15,100		7,885		3,198			1,128
Corporate and Other		—		—		(3,705	)		(3,430	)
	$	102,325	$	81,343	$	9,781		$	4,289

Operating Income above includes a payroll tax credit, in accordance with IAS 20, for the nine months ended December 31, 2021.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (f)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 19 — SUBSEQUENT EVENTS

Effective on January 1, 2022, Orion acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, Inc. (“Stay-Lite Lighting”), a nationwide lighting and electrical maintenance service provider, for a cash purchase price of $3.7 million, subject to normal and customary closing adjustments (the “Stay-Lite Acquisition”). Orion funded the cash purchase price of $3.7 million in advance on December 31, 2021 and is recorded in Other long-term assets in Orion’s balance sheet. In addition, depending upon the relative gross profit growth of Stay-Lite Lighting’s legacy business over the next two calendar years, Orion could pay up to an additional $0.7 million in earn-out related purchase price. The acquisition was funded from existing cash resources. Stay-Lite Lighting will operate as Stay-Lite Lighting, an Orion Energy Systems business. The acquisition accelerates the growth of the Orion Maintenance Services business, a part of Orion Services Group, which provides lighting and electrical services to customers.

The initial preliminary estimated fair values of the assets and liabilities acquired are as follows (dollars in thousands):

Cash	$	150
Accounts Receivable		3,267
Inventory		250
Other Current Assets		172
Fixed Assets		650
Accounts Payable		(992	)
Accrued Payroll and Other Liabilities		(385	)

None of these amounts are recognized in the accompanying financial statements because the acquisition date occurred subsequent to December 31, 2021. The accounting for the acquisition and the purchase price allocation is preliminary and incomplete as the Company is still in the process of estimating the fair value of identifiable intangibles and contingent consideration associated with this acquisition.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Orion and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of Orion have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement have been included. Interim results are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 2022 or other interim periods. The Condensed Consolidated Balance Sheet March 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in Orion’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 1, 2021.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during that reporting period. Areas that require the use of significant management estimates include revenue recognition, inventory obsolescence, allowance for doubtful accounts, accruals for warranty and loss contingencies, income taxes, impairment analyses, and certain equity transactions. Accordingly, actual results could differ from those estimates.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties Orion's cash is primarily deposited with one financial institution. At times, deposits in this institution exceeds the amount of insurance provided on such deposits. Orion has not experienced any losses in such accounts and believes that it is not exposed to any significant financial institution viability risk on these balances. Orion purchases components necessary for its lighting products, including lamps and LED components, from multiple suppliers. For the three and nine months ended December 31, 2021, no suppliers accounted for more than 10.0% of total cost of revenue. For the three and nine months ended December 31, 2020, no suppliers accounted for more than 10.0% of total cost of revenue. For the three and nine months ended December 31, 2021, one customer accounted for 48.6% and 53.0% of total revenue, respectively. For the three months ended December 31, 2020, two customers accounted for 65.1 % and 11.1% of total revenue, respectively. For the nine months ended December 31, 2020, one customer accounted for 55.7% of total revenue. As of December 31, 2021, one customer accounted for 44.4% of accounts receivable. As of March 31, 2021, three customers accounted for 33.9%, 16.4% and 10.1% of accounts receivable, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Issued: Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. The provisions of ASU 2016-13 and the related amendments are effective for Orion for fiscal years (and interim reporting periods within those years) beginning after December 15, 2022. Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Orion is currently evaluating the impact of adoption of this standard on its consolidated statements of operations, cash flows and the related footnote disclosures.

REVENUE (Tables)

9 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Disaggregation of Revenue

The following tables provide detail of Orion’s total revenue for the three and nine months ended December 31, 2021 and December 31, 2020 (dollars in thousands):

	Three Months Ended December 31, 2021						Nine Months Ended December 31, 2021
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	104	$	197	$	301	$	703	$	605	$	1,308
Commercial and industrial		21,730		8,314		30,044		76,269		23,460		99,729
Total lighting		21,834		8,511		30,345		76,972		24,065		101,037
Solar energy related revenues		8		—		8		36		—		36
Total revenues from contracts with customers		21,842		8,511		30,353		77,008		24,065		101,073
Revenue accounted for under other guidance		361		—		361		1,252		—		1,252
Total revenue	$	22,203	$	8,511	$	30,714	$	78,260	$	24,065	$	102,325

	Three Months Ended December 31, 2020						Nine Months Ended December 31, 2020
	Product		Services		Total		Product		Services		Total
Revenue from contracts with customers:
Lighting revenues, by end user
Federal government	$	177	$	323	$	500	$	312	$	349	$	661
Commercial and industrial		31,006		11,999		43,005		59,257		19,104		78,361
Total lighting		31,183		12,322		43,505		59,569		19,453		79,022
Solar energy related revenues		7		—		7		49		—		49
Total revenues from contracts with customers		31,190		12,322		43,512		59,618		19,453		79,071
Revenue accounted for under other guidance		739		—		739		2,272		—		2,272
Total revenue	$	31,929	$	12,322	$	44,251	$	61,890	$	19,453	$	81,343

Summary of Contract Assets and Liabilities

	December 31, 2021		March 31, 2021
Accounts receivable, net	$	12,287	$	13,572
Contract assets	$	3,414	$	2,367
Contract liabilities	$	99	$	11

ACCOUNTS RECEIVABLE, NET (Tables)

9 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Accounts Receivable and Allowance for Doubtful Accounts Balances

As of December 31, 2021, and March 31, 2021, Orion's accounts receivable and allowance for doubtful accounts balances were as follows (dollars in thousands):

	December 31, 2021			March 31, 2021
Accounts receivable, gross	$	12,292		$	13,583
Allowance for doubtful accounts		(5	)		(11	)
Accounts receivable, net	$	12,287		$	13,572

INVENTORIES, NET (Tables)

9 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

As of December 31, 2021, and March 31, 2021, Orion's inventory balances were as follows (dollars in thousands):

	Cost		Excess and Obsolescence Reserve			Net
As of December 31, 2021
Raw materials and components	$	10,367	$	(1,130	)	$	9,237
Work in process		1,167		(309	)		858
Finished goods		9,309		(682	)		8,627
Total	$	20,843	$	(2,121	)	$	18,722

As of March 31, 2021
Raw materials and components	$	12,410	$	(967	)	$	11,443
Work in process		758		(356	)		402
Finished goods		8,295		(586	)		7,709
Total	$	21,463	$	(1,909	)	$	19,554

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Dec. 31, 2021

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Summary of Prepaid Expenses and Other Current Assets

As of December 31, 2021, and March 31, 2021, prepaid expenses and other current assets include the following (dollars in thousands):

	December 31, 2021		March 31, 2021
Payroll tax credit	$	1,587	$	—
Other prepaid expenses		721		1,082
Total	$	2,308	$	1,082

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

As of December 31, 2021, and March 31, 2021, property and equipment, net, included the following (dollars in thousands):

	December 31, 2021			March 31, 2021
Land and land improvements	$	433		$	433
Buildings and building improvements		9,491			9,477
Furniture, fixtures and office equipment		7,582			7,372
Leasehold improvements		434			340
Equipment leased to customers		4,997			4,997
Plant equipment		10,994			12,451
Construction in Progress		46			135
Gross property and equipment		33,977			35,205
Less: accumulated depreciation		(23,145	)		(23,836	)
Total property and equipment, net	$	10,832		$	11,369

LEASES (Tables)

9 Months Ended

Dec. 31, 2021

Leases [Abstract]

Summary of Assets Leased from Third Parties

A summary of Orion’s assets leased from third parties follows (dollars in thousands):

	Balance sheet classification	December 31, 2021		March 31, 2021
Assets
Operating lease assets	Other long-term assets	$	2,183	$	2,585
Liabilities
Current liabilities
Operating lease liabilities	Accrued expenses and other	$	682	$	647
Non-current liabilities
Operating lease liabilities	Other long-term liabilities		2,128		2,642
Total lease liabilities		$	2,810	$	3,289

Summary of Estimated Maturity of Lease Liabilities

The estimated maturity of lease liabilities for each of the next five years is shown below (dollars in thousands):

Maturity of Lease Liabilities	Operating Leases
Fiscal 2022 (period remaining)	$	202
Fiscal 2023		820
Fiscal 2024		746
Fiscal 2025		735
Fiscal 2026		628
Total lease payments	$	3,131
Less: Interest		(321	)
Present value of lease liabilities	$	2,810

Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases

The following chart shows the amount of revenue and cost of sales arising from sales-type leases during the three and nine months ended December 31, 2021 and December 31, 2020 (dollars in thousands):

	Three Months Ended December 31,				Nine Months Ended December 31,
	2021		2020		2021		2020
Product revenue	$	342	$	721	$	993	$	2,097
Cost of product revenue	$	306	$	662	$	889	$	1,913

OTHER INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Components and Changes in Other Intangible Assets

As of December 31, 2021, and March 31, 2021, the components of, and changes in, the carrying amount of other intangible assets, net, were as follows (dollars in thousands):

	December 31, 2021							March 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Patents	$	2,650	$	(1,888	)	$	762	$	2,796	$	(1,875	)	$	921
Licenses		58		(58	)		—		58		(58	)		—
Trade name and trademarks (indefinite lived)		1,012		—			1,012		1,011		—			1,011
Customer relationships		3,600		(3,600	)		—		3,600		(3,591	)		9
Developed technology		900		(900	)		—		900		(889	)		11
Total	$	8,220	$	(6,446	)	$	1,774	$	8,365	$	(6,413	)	$	1,952

Summary of Estimated Amortization Expense

The estimated amortization expense for the remainder of fiscal 2022, the next five fiscal years and beyond is shown below (dollars in thousands):

Fiscal 2022 (period remaining)	$	45
Fiscal 2023		109
Fiscal 2024		105
Fiscal 2025		96
Fiscal 2026		86
Fiscal 2027		73
Thereafter		248
Total	$	762

ACCRUED EXPENSES AND OTHER (Tables)

9 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses and Other

As of December 31, 2021, and March 31, 2021, accrued expenses and other included the following (dollars in thousands):

	December 31, 2021		March 31, 2021
Accrued project costs	$	3,102	$	5,010
Compensation and benefits		2,089		2,851
Other accruals		2,034		1,730
Sales tax		1,141		1,318
Credits due to customers		987		1,009
Warranty		822		705
Sales returns reserve		166		106
Legal and professional fees		161		497
Total	$	10,502	$	13,226

Changes in Warranty Accrual

Changes in Orion’s warranty accrual (both current and long-term) were as follows (dollars in thousands):

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2021			2020			2021			2020
Beginning of period	$	1,014		$	885		$	1,009		$	1,069
Accruals		123			370			328			531
Warranty claims (net of vendor reimbursements)		(186	)		(219	)		(386	)		(564	)
End of period	$	951		$	1,036		$	951		$	1,036

NET INCOME PER COMMON SHARE (Tables)

9 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of the Effect of Net Income Per Common Share

Net income per common share is calculated based upon the following shares:

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Numerator:
Net income (in thousands)	$	1,102	$	4,315	$	7,271	$	4,010
Denominator:
Weighted-average common shares outstanding		31,084,710		30,735,722		30,992,475		30,586,196
Weighted-average common shares and common share equivalents outstanding		31,234,925		31,320,427		31,273,703		31,289,359
Net income per common share:
Basic	$	0.04	$	0.14	$	0.23	$	0.13
Diluted	$	0.04	$	0.14	$	0.23	$	0.13

Number of Potentially Dilutive Securities Excluded from the Calculation of Diluted Net Income per Common Share

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Common stock options		—		—		—		—
Restricted shares		203,636		—		17,803		—
Total		203,636		—		17,803		—

LONG-TERM DEBT (Tables)

9 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following (dollars in thousands):

	December 31, 2021			March 31, 2021
Revolving credit facility	$	—		$	—
Equipment debt obligations		38			49
Total long-term debt		38			49
Less current maturities		(15	)		(14	)
Long-term debt, less current maturities	$	23		$	35

SHAREHOLDERS' EQUITY (Tables)

9 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Schedule of ESPP Activity

	Shares Issued Under ESPP Plan		Closing Market Price
Quarter Ended June 30, 2021		496	5.73
Quarter Ended September 30, 2021		327	3.89
Quarter Ended December 31, 2021		355	3.62
Total issued in fiscal 2022		1,178	$ 3.62 - 5.73

STOCK OPTIONS AND RESTRICTED SHARES (Tables)

9 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

The following amounts of stock-based compensation were recorded (dollars in thousands):

	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021		2020
Cost of product revenue	$	1	$	1	$	4	$	3
General and administrative		214		143		574		581
Sales and marketing		3		7		10		24
Research and development		1		1		3		3
Total	$	219	$	152	$	591	$	611

Summary of Stock Options Activity

During the first nine months of fiscal 2022, Orion had the following activity related to its stock-based compensation:

	Restricted Shares			Stock Options
Awards outstanding at March 31, 2021		469,639			196,318
Awards granted		235,833			—
Awards vested or exercised		(260,014	)		(31,845	)
Awards forfeited		—			(22,045	)
Awards outstanding at December 31, 2021		445,458			142,428
Per share weighted average price on grant date	$	5.59			—

SEGMENTS (Tables)

9 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of Segment Information

Corporate and Other is comprised of operating expenses not directly allocated to Orion’s segments and adjustments to reconcile to consolidated results (dollars in thousands).

	Revenues				Operating Income (Loss)
	For the Three Months Ended December 31,				For the Three Months Ended December 31,
	2021		2020		2021			2020
Segments:
Orion Services Group	$	20,021	$	36,669	$	970		$	4,820
Orion Distribution Services		4,942		3,934		491			193
Orion U.S. Markets		5,751		3,648		1,250			731
Corporate and Other		—		—		(1,379	)		(1,279	)
	$	30,714	$	44,251	$	1,332		$	4,465

	Revenues				Operating Income (Loss)
	For the Nine Months Ended December 31,				For the Nine Months Ended December 31,
	2021		2020		2021			2020
Segments:
Orion Services Group	$	68,961	$	57,395	$	7,115		$	4,634
Orion Distribution Services		18,264		16,063		3,173			1,957
Orion U.S. Markets		15,100		7,885		3,198			1,128
Corporate and Other		—		—		(3,705	)		(3,430	)
	$	102,325	$	81,343	$	9,781		$	4,289

SUBSEQUENT EVENTS (Tables)

9 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Schedule of Estimated Fair Values of Assets and Liabilities Acquired

The initial preliminary estimated fair values of the assets and liabilities acquired are as follows (dollars in thousands):

Cash	$	150
Accounts Receivable		3,267
Inventory		250
Other Current Assets		172
Fixed Assets		650
Accounts Payable		(992	)
Accrued Payroll and Other Liabilities		(385	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2021 Customer Supplier	Dec. 31, 2020 Supplier Customer	Dec. 31, 2021 Customer financial_instituion Supplier	Dec. 31, 2020 Supplier Customer	Mar. 31, 2021 Customer
Concentration of Credit Risk and Other Risks and Uncertainties
Number of financial institutions \| financial_instituion			1
Number of supplier more than ten percent of cost of revenue \| Supplier	0	0	0	0
Number of customer more than ten percent of revenue	1	2	1	1
Number of customer more than ten percent of accounts receivable	1		1		3
Cost of revenue \| Supplier Concentration Risk \| Minimum
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Revenue \| Customer Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage	48.60%	65.10%	53.00%	55.70%
Revenue \| Customer Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage		11.10%
Accounts Receivable \| Credit Concentration Risk \| Customer One
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage			44.40%		33.90%
Accounts Receivable \| Credit Concentration Risk \| Customer Two
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage					16.40%
Accounts Receivable \| Credit Concentration Risk \| Customer Three
Concentration of Credit Risk and Other Risks and Uncertainties
Concentration risk, percentage					10.10%

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	$ 30,353	$ 43,512	$ 101,073	$ 79,071
Revenue accounted for under other guidance	361	739	1,252	2,272
Total revenue	30,714	44,251	102,325	81,343
Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	21,842	31,190	77,008	59,618
Revenue accounted for under other guidance	361	739	1,252	2,272
Total revenue	22,203	31,929	78,260	61,890
Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8,511	12,322	24,065	19,453
Revenue accounted for under other guidance	0	0	0	0
Total revenue	8,511	12,322	24,065	19,453
Federal government
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	301	500	1,308	661
Federal government \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	104	177	703	312
Federal government \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	197	323	605	349
Commercial and industrial
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	30,044	43,005	99,729	78,361
Commercial and industrial \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	21,730	31,006	76,269	59,257
Commercial and industrial \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8,314	11,999	23,460	19,104
Total lighting
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	30,345	43,505	101,037	79,022
Total lighting \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	21,834	31,183	76,972	59,569
Total lighting \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8,511	12,322	24,065	19,453
Solar energy related revenues
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8	7	36	49
Solar energy related revenues \| Product revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	8	7	36	49
Solar energy related revenues \| Service revenue
Disaggregation Of Revenue [Line Items]
Total revenues from contracts with customers	$ 0	$ 0	$ 0	$ 0

REVENUE (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
REVENUE (Narrative) (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Revenue From Contract With Customer [Abstract]
Proceeds from sale of revenue earned but not billed	$ 0	$ 0	$ 2,400,000	$ 2,300,000
Gain (loss) on sale of revenue earned but not billed	$ (9,000)	$ 0	(8,000)	$ (9,000)
Change in contract asset reclassified to accounts receivable			0
Change in contract liability			$ 0

REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Revenue From Contract With Customer [Abstract]
Accounts receivable, net	$ 12,287	$ 13,572
Contract assets	3,414	2,367
Contract liabilities	$ 99	$ 11

ACCOUNTS RECEIVABLE, NET (Accounts Receivable and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Receivables [Abstract]
Accounts receivable, gross	$ 12,292	$ 13,583
Allowance for doubtful accounts	(5)	(11)
Accounts receivable, net	$ 12,287	$ 13,572

INVENTORIES, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Cost
Raw materials and components	$ 10,367	$ 12,410
Work in process	1,167	758
Finished goods	9,309	8,295
Total	20,843	21,463
Reserve
Raw materials and components	(1,130)	(967)
Work in process	(309)	(356)
Finished goods	(682)	(586)
Total	(2,121)	(1,909)
Net
Raw materials and components	9,237	11,443
Work in process	858	402
Finished goods	8,627	7,709
Total	$ 18,722	$ 19,554

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Summary of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Payroll tax credit	$ 1,587
Other prepaid expenses	721	$ 1,082
Total	$ 2,308	$ 1,082

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses And Other Current Assets [Line Items]
Payroll tax credit	$ 1,587			$ 1,587
Cost of revenue	23,073		$ 33,245	73,666	$ 60,439
General and administrative	2,873		3,030	8,737	8,079
Sales and marketing	2,862		3,120	8,794	7,306
Research and development	396		391	1,169	1,230
American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Payroll tax credit		$ 1,600
General and administrative		300
Sales and marketing		400
Research and development		100
Product revenue
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	16,427		23,203	54,724	44,834
Product revenue \| American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue		700
Service revenue
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue	$ 6,646		$ 10,042	$ 18,942	$ 15,605
Service revenue \| American Rescue Plan Act of 2021
Prepaid Expenses And Other Current Assets [Line Items]
Cost of revenue		$ 100

PROPERTY AND EQUIPMENT, NET (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Property and equipment
Gross property and equipment	$ 33,977	$ 35,205
Less: accumulated depreciation	(23,145)	(23,836)
Total property and equipment, net	10,832	11,369
Land and land improvements
Property and equipment
Gross property and equipment	433	433
Buildings and building improvements
Property and equipment
Gross property and equipment	9,491	9,477
Furniture, fixtures and office equipment
Property and equipment
Gross property and equipment	7,582	7,372
Leasehold Improvements
Property and equipment
Gross property and equipment	434	340
Equipment leased to customers
Property and equipment
Gross property and equipment	4,997	4,997
Plant equipment
Property and equipment
Gross property and equipment	10,994	12,451
Construction in Progress
Property and equipment
Gross property and equipment	$ 46	$ 135

LEASES (Summary of Assets Leased from Third Parties) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Leases [Abstract]
Operating lease assets	$ 2,183	$ 2,585
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	us-gaap:OtherAssets	us-gaap:OtherAssets
Operating lease liabilities current	$ 682	$ 647
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	us-gaap:OtherLiabilitiesCurrent	us-gaap:OtherLiabilitiesCurrent
Operating lease liabilities non-current	$ 2,128	$ 2,642
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities
Total lease liabilities	$ 2,810	$ 3,289

LEASES (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
LEASES (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease costs	$ 0.2	$ 0.2	$ 0.7	$ 0.6

LEASES (Summary of Estimated Maturity of Lease Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Leases [Abstract]
Fiscal 2022 (period remaining)	$ 202
Fiscal 2023	820
Fiscal 2024	746
Fiscal 2025	735
Fiscal 2026	628
Total lease payments	3,131
Less: Interest	(321)
Present value of lease liabilities	$ 2,810	$ 3,289

LEASES (Schedule of Revenue and Cost of Sales Arising from Sales-Type Leases) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Product revenue	$ 342	$ 721	$ 993	$ 2,097
Cost of product revenue	$ 306	$ 662	$ 889	$ 1,913

OTHER INTANGIBLE ASSETS, NET (Summary of Components and Changes in Other Intangible Assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,220	$ 8,365
Accumulated Amortization	(6,446)	(6,413)
Intangible Assets, Net	1,774	1,952
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,650	2,796
Accumulated Amortization	(1,888)	(1,875)
Intangible Assets, Net	762	921
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	58	58
Accumulated Amortization	(58)	(58)
Intangible Assets, Net	0	0
Trade name and trademarks (indefinite lived)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,012	1,011
Accumulated Amortization	0	0
Intangible Assets, Net	1,012	1,011
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,600	3,600
Accumulated Amortization	(3,600)	(3,591)
Intangible Assets, Net	0	9
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	900	900
Accumulated Amortization	(900)	(889)
Intangible Assets, Net	$ 0	$ 11

OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 45	$ 100	$ 158	$ 225
Weighted average
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life			8 years 7 months 6 days

OTHER INTANGIBLE ASSETS, NET (Summary of Estimated Amortization Expense) (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets, Estimated Amortization Expense
Fiscal 2022 (period remaining)	$ 45
Fiscal 2023	109
Fiscal 2024	105
Fiscal 2025	96
Fiscal 2026	86
Fiscal 2027	73
Thereafter	248
Total	$ 762

ACCRUED EXPENSES AND OTHER (Accrued Expenses and Other) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Other Liabilities Disclosure [Abstract]
Accrued project costs	$ 3,102	$ 5,010
Compensation and benefits	2,089	2,851
Other accruals	2,034	1,730
Sales tax	1,141	1,318
Credits due to customers	987	1,009
Warranty	822	705
Sales returns reserve	166	106
Legal and professional fees	161	497
Total	$ 10,502	$ 13,226

ACCRUED EXPENSES AND OTHER (Narrative) (Details)	9 Months Ended
ACCRUED EXPENSES AND OTHER (Narrative) (Details)	Dec. 31, 2021
Minimum
Product Warranty Liability [Line Items]
Limited warranty term	1 year
Maximum [Member]
Product Warranty Liability [Line Items]
Limited warranty term	10 years

ACCRUED EXPENSES AND OTHER (Warranty Accrual) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Movement in Standard Product Warranty Accrual
Beginning of period	$ 1,014	$ 885	$ 1,009	$ 1,069
Accruals	123	370	328	531
Warranty claims (net of vendor reimbursements)	(186)	(219)	(386)	(564)
End of period	$ 951	$ 1,036	$ 951	$ 1,036

NET INCOME PER COMMON SHARE (Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income (in thousands)	$ 1,102	$ 3,659	$ 2,510	$ 4,315	$ 1,914	$ (2,219)	$ 7,271	$ 4,010
Denominator:
Weighted-average common shares outstanding	31,084,710			30,735,722			30,992,475	30,586,196
Weighted-average common shares and common share equivalents outstanding	31,234,925			31,320,427			31,273,703	31,289,359
Net income per common share:
Basic	$ 0.04			$ 0.14			$ 0.23	$ 0.13
Diluted	$ 0.04			$ 0.14			$ 0.23	$ 0.13

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

NET INCOME PER COMMON SHARE (Potentially Dilutive Securities Excluded From the Calculation of Diluted Net Income Per Common Share) (Details) - shares	3 Months Ended	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities outstanding	203,636	17,803
Restricted shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities outstanding	203,636	17,803

LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Long-term debt
Total long-term debt	$ 38	$ 49
Less current maturities	(15)	(14)
Long-term debt, less current maturities	23	35
Equipment debt obligations
Long-term debt
Total long-term debt	$ 38	$ 49

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

LONG-TERM DEBT (Narrative) (Details) - USD ($)		9 Months Ended
LONG-TERM DEBT (Narrative) (Details) - USD ($)	Dec. 29, 2020	Dec. 31, 2021	Feb. 28, 2019	Oct. 26, 2018
Credit Agreement \| Bank of America N A \| Line of Credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount	$ 25,000,000
Credit agreement period	5 years
Credit agreement, maturity date		Dec. 29, 2025
Credit facility, available amount	$ 24,200,000
Credit agreement, amounts borrowed		$ 0
Prior Credit Agreement \| Western Alliance Bank \| Line of Credit \| Revolving credit facility
Line Of Credit Facility [Line Items]
Credit facility, amount				$ 20,150,000
Debt Instrument 1 \| Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt			$ 44,000
Stated interest rate, percentage			6.43%
Debt maturity month and year		2024-01
Debt Instrument 2 \| Equipment debt obligations
Line Of Credit Facility [Line Items]
Principal amount of debt			$ 30,000
Stated interest rate, percentage			8.77%
Debt maturity month and year		2024-01

INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 189	$ 51	$ 2,406	$ 52
Valuation allowance	1,300		1,300		$ 1,300
Unrecognized tax benefits	$ 400		$ 400

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended			3 Months Ended			9 Months Ended
	Jan. 03, 2019	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Equity Class Of Treasury Stock [Line Items]
Rights agreement extended term	3 years
Rights agreement terminate and expire date		Jan. 07, 2022
Shares issued under ESPP plan					355	327	496	1,178
Closing market price					$ 3.62	$ 3.89	$ 5.73
At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Sale of share								0
Maximum
Equity Class Of Treasury Stock [Line Items]
Closing market price								$ 5.73
Proceeds from issuance of debt or sale of equity securities				$ 100.0
Maximum \| At Market Issuance Sales Agreement
Equity Class Of Treasury Stock [Line Items]
Proceeds from sale of common stock			$ 50.0
Minimum
Equity Class Of Treasury Stock [Line Items]
Closing market price								$ 3.62

SHAREHOLDERS' EQUITY-Employee Stock Purchase Plan (Details) - $ / shares	3 Months Ended			9 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Equity Class Of Treasury Stock [Line Items]
Shares issued under Employee Stock Purchase Plan (shares)	355	327	496	1,178
Closing market price	$ 3.62	$ 3.89	$ 5.73
Minimum
Equity Class Of Treasury Stock [Line Items]
Closing market price				$ 3.62
Maximum [Member]
Equity Class Of Treasury Stock [Line Items]
Closing market price				$ 5.73

STOCK OPTIONS AND RESTRICTED SHARES (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended
	Dec. 31, 2021	Aug. 07, 2019	Aug. 03, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred stock-based compensation related to grants of restricted shares, period of recognition	3 years
Deferred stock-based compensation related to grants of restricted shares	$ 3.3
2016 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reserved shares for issuance to eligible participants (in shares)		3,500,000	1,750,000
Increase in number of common stock shares available for issuance		1,750,000

STOCK OPTIONS AND RESTRICTED SHARES (Stock-based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Stock-based compensation
Total	$ 219	$ 152	$ 591	$ 611
Cost of product revenue
Stock-based compensation
Total	1	1	4	3
General and administrative
Stock-based compensation
Total	214	143	574	581
Sales and marketing
Stock-based compensation
Total	3	7	10	24
Research and development
Stock-based compensation
Total	$ 1	$ 1	$ 3	$ 3

STOCK OPTIONS AND RESTRICTED SHARES (Restricted Shares and Stock Options) (Details)	9 Months Ended
	Dec. 31, 2021 $ / shares shares
Stock Options
Non-vested, beginning balance (shares)	196,318
Awards granted (shares)	0
Awards vested or exercised (shares)	(31,845)
Awards forfeited (shares)	(22,045)
Non-vested, ending balance (shares)	142,428
Per share weighted average price on grant date (USD per share) \| $ / shares	$ 0
Restricted shares
Restricted Shares
Beginning balance (shares)	469,639
Awards granted (shares)	235,833
Awards vested or exercised (shares)	(260,014)
Ending balance (shares)	445,458
Restricted shares \| Minimum
Restricted Shares
Per share weighted average price on grant date (USD per share) \| $ / shares	$ 5.59

SEGMENTS (Reconciliation of Segment Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Corporate and Other
Revenues	$ 30,714	$ 44,251	$ 102,325	$ 81,343
Operating Income (Loss)	1,332	4,465	9,781	4,289
Operating Segments \| Orion Services Group
Corporate and Other
Revenues	20,021	36,669	68,961	57,395
Operating Income (Loss)	970	4,820	7,115	4,634
Operating Segments \| Orion Distribution Services
Corporate and Other
Revenues	4,942	3,934	18,264	16,063
Operating Income (Loss)	491	193	3,173	1,957
Operating Segments \| Orion U.S. Markets
Corporate and Other
Revenues	5,751	3,648	15,100	7,885
Operating Income (Loss)	1,250	731	3,198	1,128
Corporate and Other
Corporate and Other
Operating Income (Loss)	$ (1,379)	$ (1,279)	$ (3,705)	$ (3,430)

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) $ in Thousands		9 Months Ended
	Jan. 01, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Business combination, cash purchase price		$ 3,697
Stay-Lite Lighting, Inc.
Subsequent Event [Line Items]
Business combination, cash purchase price	$ 3,700
Business combination additional earnout purchase price	$ 700
Other Long-term Assets \| Stay-Lite Lighting, Inc.
Subsequent Event [Line Items]
Business combination cash purchase price in advance		$ 3,700

SUBSEQUENT EVENTS - Schedule of Estimated Fair Values of Assets and Liabilities Acquired (Details) - Stay-Lite Lighting, Inc. $ in Thousands	Jan. 01, 2022 USD ($)
Subsequent Event [Line Items]
Cash	$ 150
Accounts Receivable	3,267
Inventory	250
Other Current Assets	172
Fixed Assets	650
Accounts Payable	(992)
Accrued Payroll and Other Liabilities	$ (385)